8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  8-K

CURRENT  REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 30, 2008

	Microfield Group, Inc.
(Exact name of registrant as specified in its charter)

Oregon	000-26226	93-0935149
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

111 SW Columbia, Suite 480, Portland, OR	97201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (503) 419-3580

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 entry into a material definitive agreement.

On November 27, 2007, Microfield Group, Inc., an Oregon corporation (“Microfield”), entered into a definitive Acquisition Agreement (the “Agreement”) with CEI Acquisition, LLC, an Oregon limited liability company (“CEI Acquisition”), in which CEI Acquisition agreed to purchase all the outstanding capital stock of Microfield’s wholly owned subsidiary, Christenson Electric, Inc., an Oregon corporation (“CEI”).

On January 30, 2008, Microfield and CEI Acquisition entered into a First Amendment to Acquisition Agreement (the “Amendment”) in which Microfield and CEI Acquisition agreed to amend several provisions of the Agreement.  The Amendment materially changed the Agreement by deleting the provision that required Microfield to enter into a voting agreement with a majority of its shareholders to approve the sale of all of the outstanding capital stock of CEI.

ITEM 9.01. financial statements and exhibits.

(b) Exhibit.

2.1 First Amendment to Acquisition Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 4, 2008.
	Microfield Group, Inc.
	/s/ Rodney M. Boucher
	Rodney M. Boucher, Chief Executive Officer

EX-2.1

Exhibit 2.1

FIRST AMENDMENT TO ACQUISITION AGREEMENT

This First Amendment to Acquisition Agreement (this “Amendment”) is dated January 30, 2008, and is by and between CEI ACQUISITION, LLC, an Oregon limited liability company (“Purchaser”), and MICROFIELD GROUP, INC., an Oregon corporation (“Seller”).

RECITALS

A.            Purchaser and Seller are parties to a certain Acquisition Agreement dated November 27, 2007 (the “Acquisition Agreement”); and

B.            Purchaser and Seller now desire to amend the Acquisition Agreement as follows.

AGREEMENT

1.            Closing Payment.  Purchaser and Seller hereby agree to add the following sentence to Section 1.3(a): “To the extent that the adjustments to the Purchase Price pursuant to Section 1.2(a) and Section 1.2(b) result in an aggregate adjustment owed by Seller to Purchaser which exceeds the Purchase Price, then such excess shall be paid by Seller to Purchaser at Closing.”

2.            Corporate Existence of Purchaser.  Purchase and Seller hereby agree to change “Delaware” to “Oregon” in Section 3.1.

3.            Shareholder Meeting.  Purchaser and Seller hereby agree to revise the last sentence of Section 4.9 to read: “Seller shall use its best efforts to cause a quorum to be present at the Shareholder Meeting, and to cause a vote “for” the Acquisition.”

4.            Joint Deliveries.  Purchaser and Seller hereby agree to change “Voting Agreement” to “Reserved” in Section 6.4(b).

5.            Disclosure Schedules.  Purchaser and Seller hereby agree to revise Section 8.15 to read: “Seller will prepare the Disclosure Schedules and deliver them to Buyer no later than fifteen (15) days prior to the Shareholder Meeting.”

6.            Certain Definitions.  Purchaser and Seller hereby agree to delete the definition of “Voting Agreement” from Section 8.16.

7.            Effect of Amendment.  Except as amended by the terms and conditions hereof, all terms and conditions of the Acquisition Agreement shall remain in full force and effect.

8.            Capitalized Terms.  Capitalized terms used but not defined herein shall have the meaning set out in the Acquisition Agreement.

9.            Execution.  This Amendment may be executed in counterparts.  Facsimile delivery is sufficient.

In witness whereof, this First Amendment to Acquisition Agreement has been duly executed and delivered by each party hereto as of the date first above written.

CEI ACQUISITION, LLC
Signature:	/s/ Mark Walter
	Mark Walter
	Managing Member
MICROFIELD GROUP, INC.
Signature:	/s/ Rodney M. Boucher
	Rodney M. Boucher
	Chief Executive Officer